“Exchange Date” shall have the meaning set forth in Section 2(a)(ii) hereof.     “Exchange Offer” shall mean the exchange offer by the Issuer and the Guarantors ofExchange Securities for Registrable Securities pursuant to Section 2(a) hereof.     “Exchange Offer Registration” shall mean a registration under the Securities Acteffected pursuant to Section 2(a) hereof.     “Exchange Offer Registration Statement” shall mean an exchange offer registrationstatement on Form S-4 (or, if applicable, on another appropriate form) and all amendmentsand supplements to such registration statement, in each case including the Prospectuscontained therein or deemed a part thereof, all exhibits thereto and any documentincorporated by reference therein.     “Exchange Securities” shall mean senior unsecured notes issued by the Issuer andguaranteed by the Guarantors under the Indenture containing terms identical to theSecurities (except that the Exchange Securities will not be subject to restrictions ontransfer or to any increase in annual interest rate for failure to comply with thisAgreement) and to be offered to Holders of Securities in exchange for Securities pursuant tothe Exchange Offer.     “FINRA” means the Financial Industry Regulatory Authority, Inc.     “Free Writing Prospectus” means each free writing prospectus (as defined in Rule 405)prepared by or on behalf of the Issuer or used or referred to by the Issuer in connectionwith the sale of the Securities or the Exchange Securities.     “Guarantees” shall mean the guarantees of the Securities and guarantees of the ExchangeSecurities by the Guarantors under the Indenture.     “Guarantors” shall mean the Initial Guarantors, any Additional Guarantors and anyGuarantor’s successor that Guarantees the Securities.     “Holders” shall mean the Initial Purchasers, for so long as they own any RegistrableSecurities, and each of their successors, assigns and direct and indirect transferees whobecome owners of Registrable Securities under the Indenture; *provided*that for purposes ofSection 4 and Section 5 hereof, the term “Holders” shall include ParticipatingBroker-Dealers.     “Indemnified Person” shall have the meaning set forth in Section 5(c) hereof.     “Indemnifying Person” shall have the meaning set forth in Section 5(c) hereof.     “Indenture” shall mean the Indenture relating to the Securities dated as of July 20,2011 among Merger Sub and Wilmington Trust FSB, as trustee, and as the same may be amendedfrom time to time in accordance with the terms thereof, including by the SupplementalIndenture.     “Initial Purchasers” shall have the meaning set forth in the preamble.     “Inspector” shall have the meaning set forth in Section 3(a)(xiv) hereof.
 

 
     “Issuer” shall have the meaning set forth in the preamble and shall also include theIssuer’s successors.     “Issuer Information” shall have the meaning set forth in Section 5(a) hereof.     “Majority Holders” shall mean the Holders of a majority of the aggregate principalamount of the outstanding Registrable Securities; *provided*that whenever the consent orapproval of Holders of a specified percentage of Registrable Securities is requiredhereunder, any Registrable Securities owned directly or indirectly by the Issuer or any ofits affiliates shall not be counted in determining whether such consent or approval wasgiven by the Holders of such required percentage or amount; and *provided*, *further*, that ifthe Issuer shall issue any additional Securities under the Indenture prior to consummationof the Exchange Offer or, if applicable, the effectiveness of any Shelf RegistrationStatement, such additional Securities and the Registrable Securities to which this Agreementrelates shall be treated together as one class for purposes of determining whether theconsent or approval of Holders of a specified percentage of Registrable Securities has beenobtained.     “Merrill Lynch” shall have the meaning set forth in the preamble.     “Notice and Questionnaire” shall mean a notice of registration statement and sellingsecurity holder questionnaire distributed to a Holder by the Issuer upon receipt of a ShelfRequest from such Holder.     “Participating Broker-Dealers” shall have the meaning set forth in Section 4(a) hereof.     “Participating Holder” shall mean any Holder of Registrable Securities that hasreturned a completed and signed Notice and Questionnaire to the Company in accordance withSection 2(b) hereof.     “Person” shall mean an individual, partnership, limited liability company, corporation,trust or unincorporated organization, or a government or agency or political subdivisionthereof.     “Prospectus” shall mean the prospectus included in, or, pursuant to the rules andregulations of the Securities Act, deemed a part of, a Registration Statement, including anypreliminary prospectus, and any such prospectus as amended or supplemented by any prospectussupplement, including a prospectus supplement with respect to the terms of the offering ofany portion of the Registrable Securities covered by a Shelf Registration Statement, and byall other amendments and supplements to such prospectus, and in each case including anydocument incorporated by reference therein.     “Purchase Agreement” shall have the meaning set forth in the preamble.     “Registrable Securities” shall mean the Securities; *provided*that the Securities shallcease to be Registrable Securities (i) when a Registration Statement with respect to suchSecurities has become effective under the Securities Act and such Securities have beenexchanged or disposed of pursuant to such Registration Statement, (ii) when such Securitiescease to be outstanding, (iii) except in the case of Securities that otherwise remainRegistrable Securities and that are held by an Initial Purchaser and that are ineligible tobe exchanged in the Exchange Offer, when the Exchange Offer is consummated or (iv) on orfollowing the date that is no less than 720 days after
 

 
the date of the Indenture and on which such Securities would be saleable (if they wereheld by a non-affiliate of the Issuer) pursuant to Rule 144 without restrictions on volumeor manner of sale.     “Registration Default” shall mean the occurrence of any of the following: (i) theExchange Offer is not completed on or prior to the Target Completion Deadline, (ii) theShelf Registration Statement, if required pursuant to Section 2(b)(i) or Section 2(b)(ii)hereof, has not become effective on or prior to the Target Completion Deadline, (iii) if theCompany receives a Shelf Request pursuant to Section 2(b)(iii), the Shelf RegistrationStatement required to be filed thereby has not become effective by the later of (a) theTarget Completion Deadline and (b) 90 days after delivery of such Shelf Request, (iv) theShelf Registration Statement, if required by this Agreement, has become effective andthereafter ceases to be effective or the Prospectus contained therein ceases to be usable,in each case whether or not permitted by this Agreement, at any time during the ShelfEffectiveness Period, and such failure to remain effective or usable exists for more than 90days (whether or not consecutive) in any 12-month period or (v) the Shelf RegistrationStatement, if required by this Agreement, has become effective and thereafter, on more thantwo occasions in any 12-month period during the Shelf Effectiveness Period, the ShelfRegistration Statement ceases to be effective or the Prospectus contained therein ceases tobe usable, in each case whether or not permitted by this Agreement.     “Registration Expenses” shall mean any and all expenses incident to performance of orcompliance by the Issuer and the Guarantors with this Agreement, including withoutlimitation: (i) all SEC, stock exchange or FINRA registration and filing fees, (ii) allfees and expenses incurred in connection with compliance with state securities or blue skylaws (including reasonable fees and disbursements of one counsel for any Underwriters orHolders in connection with blue sky qualification of any Exchange Securities or RegistrableSecurities), (iii) all expenses of any Persons in preparing or assisting in preparing, wordprocessing, printing and distributing any Registration Statement, any Prospectus, any FreeWriting Prospectus and any amendments or supplements thereto, any underwriting agreements,securities sales agreements or other similar agreements and any other documents relating tothe performance of and compliance with this Agreement, (iv) all rating agency fees, (v) allfees and disbursements relating to the qualification of the Indenture under applicablesecurities laws, (vi) the fees and disbursements of the Trustee and its counsel, (vii) thefees and disbursements of counsel for the Issuer and the Guarantors and, in the case of aShelf Registration Statement, the reasonable fees and disbursements of one counsel for theParticipating Holders (which counsel shall be selected by the Participating Holders holdinga majority of the aggregate principal amount of Registrable Securities held by suchParticipating Holders and which counsel may also be counsel for the Initial Purchasers) and(viii) the fees and disbursements of the independent registered public accountants of theIssuer and the Guarantors, including the expenses of any special audits or “comfort” lettersrequired by or incident to the performance of and compliance with this Agreement, butexcluding fees and expenses of counsel to the Underwriters (other than fees and expenses setforth in clause (ii) above) or the Holders and underwriting discounts and commissions,brokerage commissions and transfer taxes, if any, relating to the sale or disposition ofRegistrable Securities by a Holder.     “Registration Statement” shall mean any registration statement of the Issuer and theGuarantors that covers any of the Exchange Securities or Registrable Securities pursuant tothe provisions of this Agreement and all amendments and supplements to any such registrationstatement, including post-effective amendments, in each case including the Prospectuscontained therein or deemed a part thereof, all exhibits thereto and any documentincorporated by reference therein.
 

 
     “Rule 144,” Rule 174,” “Rule 401(g)(2),” “Rule 405,” “Rule 415,” “Rule 424” “Rule433(d),” and “Rule 462” shall mean, in each case, such rule promulgated under the SecuritiesAct (or any successor provision), as the same shall be amended from time to time.     “SEC” shall mean the United States Securities and Exchange Commission.     “Securities” shall have the meaning set forth in the preamble.     “Securities Act” shall mean the Securities Act of 1933, as amended from time to time.     “Shelf Effectiveness Period” shall have the meaning set forth in Section 2(b) hereof.     “Shelf Registration” shall mean a registration effected pursuant to Section 2(b)hereof.     “Shelf Registration Statement” shall mean a “shelf” registration statement of theIssuer and the Guarantors that covers all or a portion of the Registrable Securities (but noother securities, other than debt securities of the Issuer, unless approved by a majority inaggregate principal amount of the Securities held by the Participating Holders) on anappropriate form under Rule 415, and all amendments and supplements to such registrationstatement, including post-effective amendments, in each case including the Prospectuscontained therein or deemed a part thereof, all exhibits thereto and any documentincorporated by reference therein.     “Shelf Request” shall have the meaning set forth in Section 2(b) hereof.     “Staff” shall mean the staff of the SEC.     “Supplemental Indenture” shall mean the Supplemental Indenture relating to theSecurities dated as of July 20, 2011 among the Issuer and Wilmington Trust FSB, as trustee.     “Target Completion Deadline” shall mean the date that is 365 days from the ClosingDate.     “Trust Indenture Act” shall mean the Trust Indenture Act of 1939, as amended from timeto time.     “Trustee” shall mean the trustee with respect to the Securities under the Indenture.     “Underwriter” shall have the meaning set forth in Section 3(e) hereof.     “Underwritten Offering” shall mean an offering in which Registrable Securities are soldto an Underwriter for reoffering to the public.          2. Registration Under the Securities Act.          (a) To the extent not prohibited by any applicable law or applicable interpretations of theStaff, the Issuer and the Guarantors shall use their commercially reasonable efforts to (x) causeto be filed an Exchange Offer Registration Statement covering an offer to the Holders to exchangeall the Registrable Securities for Exchange Securities and (y) have such Registration Statementbecome and remain effective until 180 days after the Exchange Date for use by one or moreParticipating Broker-Dealers, or such shorter period as will terminate when all the RegistrableSecurities covered by such Registration
 

 
Statement have been sold pursuant thereto. The Issuer and the Guarantors shall usecommercially reasonable efforts to commence the Exchange Offer promptly after the Exchange OfferRegistration Statement is declared effective by the SEC and use their commercially reasonableefforts to complete the Exchange Offer pursuant to this Section 2(a) not later than 60 days aftersuch effective date.          The Issuer and the Guarantors shall commence the Exchange Offer by mailing the relatedProspectus, appropriate letters of transmittal, if applicable, and other accompanying documents toeach Holder stating, in addition to such other disclosures as are required by applicable law,substantially the following:     (i) that the Exchange Offer is being made pursuant to this Agreement and that allRegistrable Securities validly tendered and not properly withdrawn will be accepted forexchange;     (ii) the date of acceptance for exchange (which shall be a period of at least 20Business Days from the date such notice is mailed) (the “Exchange Date”);     (iii) that any Registrable Security not tendered will remain outstanding and continueto accrue interest but will not retain any rights under this Agreement, except as otherwisespecified herein;     (iv) that any Holder electing to have a Registrable Security exchanged pursuant to theExchange Offer will be required to (A) surrender such Registrable Security, together, ifrequested, with the appropriate letters of transmittal, to the institution and at theaddress and in the manner specified in the notice, or (B) effect such exchange otherwise incompliance with the applicable procedures of the depositary for such Registrable Security,in each case prior to the close of business on the Exchange Date; and     (v) that any Holder will be entitled to withdraw its election, not later than the closeof business on the Exchange Date, by (A) sending to the institution and at the address andin the manner specified in the notice, a statement setting forth the name of such Holder,the principal amount of Registrable Securities delivered for exchange and a statement thatsuch Holder is withdrawing its election to have such Securities exchanged or (B) effectingsuch withdrawal in compliance with the applicable procedures of the depositary for theRegistrable Securities.          As a condition to participating in the Exchange Offer, a Holder will be required to representto the Issuer and the Guarantors that (1) any Exchange Securities to be received by it will beacquired in the ordinary course of its business, (2) at the time of the commencement of theExchange Offer it has no arrangement or understanding with any Person to participate in thedistribution (within the meaning of the Securities Act) of the Exchange Securities in violation ofthe provisions of the Securities Act, (3) it is not an “affiliate” (within the meaning of Rule 405)of the Issuer or any Guarantor, (4) if such Holder is a broker-dealer, that it is not engaged in,and does not intend to engage in, a distribution of the Exchange Securities, (5) if such Holder isa broker-dealer that will receive Exchange Securities for its own account in exchange forRegistrable Securities that were acquired as a result of market-making or other trading activities,then such Holder will deliver a Prospectus (or, to the extent permitted by law, make available aProspectus to purchasers) in connection with any resale of such Exchange Securities and (6) suchHolder is not acting on behalf of any person who could not truthfully make the forgoingrepresentations.
 

 
          The Issuer and the Guarantors shall use reasonable best efforts, within 60 days of theeffective date of the Exchange Offer Registration Statement:     (i) to accept for exchange Registrable Securities or portions thereof validly tenderedand not properly withdrawn pursuant to the Exchange Offer; and     (ii) to deliver, or cause to be delivered, to the Trustee for cancellation allRegistrable Securities or portions thereof so accepted for exchange by the Issuer and issue,and cause the Trustee to promptly authenticate and deliver to each Holder, ExchangeSecurities equal in principal amount to the principal amount of the Registrable Securitiestendered by such Holder.          The Issuer and the Guarantors shall comply with the applicable requirements of the SecuritiesAct, the Exchange Act and other applicable laws and regulations in connection with the ExchangeOffer. The Exchange Offer shall not be subject to any conditions, other than that the ExchangeOffer does not violate any applicable law or applicable interpretations of the Staff.          (b) In the event that (i) the Issuer and the Guarantors determine that the Exchange OfferRegistration provided for in Section 2(a) hereof is not available or the Exchange Offer may not becompleted as soon as practicable after the Exchange Date because it would violate any applicablelaw or applicable interpretations of the Staff, (ii) the Exchange Offer is not for any other reasoncompleted by the Target Completion Deadline or (iii) upon receipt of a written request (a“Shelf Request”) from any Initial Purchaser representing that it holds RegistrableSecurities that are or were ineligible to be exchanged in the Exchange Offer, the Issuer and theGuarantors shall use their commercially reasonable efforts to cause to be filed as soon aspracticable after such determination, date or Shelf Request, as the case may be, a ShelfRegistration Statement providing for the sale of all the Registrable Securities by the Holdersthereof and to have such Shelf Registration Statement become effective; *provided*that no Holderwill be entitled to have any Registrable Securities included in any Shelf Registration Statement,or entitled to use the prospectus forming a part of such Shelf Registration Statement, until suchHolder shall have delivered a completed and signed Notice and Questionnaire and *provided*such otherinformation regarding such Holder to the Company as is contemplated by Section 3(b) hereof.          In the event that the Issuer and the Guarantors are required to file a Shelf RegistrationStatement pursuant to clause (iii) of the preceding sentence, the Issuer and the Guarantors shalluse their commercially reasonable efforts to file and have become effective both an Exchange OfferRegistration Statement pursuant to Section 2(a) hereof with respect to all Registrable Securitiesand a Shelf Registration Statement (which may be a combined Registration Statement with theExchange Offer Registration Statement) with respect to offers and sales of Registrable Securitiesheld by the Initial Purchasers after completion of the Exchange Offer.          The Issuer and the Guarantors agree to use their commercially reasonable efforts to keep theShelf Registration Statement continuously effective until the Securities cease to be RegistrableSecurities (the “Shelf Effectiveness Period”). The Issuer and the Guarantors further agreeto supplement or amend the Shelf Registration Statement, the related Prospectus and any FreeWriting Prospectus if required by the rules, regulations or instructions applicable to theregistration form used by the Issuer for such Shelf Registration Statement or by the Securities Actor by any other rules and regulations thereunder or if reasonably requested by a Holder ofRegistrable Securities with respect to information relating to such Holder, and to use theircommercially reasonable efforts to cause any such amendment to become effective, if required, andsuch Shelf Registration Statement, Prospectus or Free Writing Prospectus, as the case may be, tobecome usable as soon as thereafter practicable. The Issuer and the Guarantors agree
 

 
to furnish to the Participating Holders copies of any such supplement or amendment promptlyafter its being used or filed with the SEC.          (c) The Issuer and the Guarantors shall pay all Registration Expenses in connection with anyregistration pursuant to Section 2(a) or Section 2(b) hereof. Each Holder shall pay allunderwriting discounts and commissions, brokerage commissions and transfer taxes, if any, relatingto the sale or disposition of such Holder’s Registrable Securities pursuant to the ShelfRegistration Statement.          (d) An Exchange Offer Registration Statement pursuant to Section 2(a) hereof will not bedeemed to have become effective unless it has been declared effective by the SEC. A ShelfRegistration Statement pursuant to Section 2(b) hereof will not be deemed to have become effectiveunless it has been declared effective by the SEC or is automatically effective upon filing with theSEC as provided by Rule 462.          If a Registration Default occurs, the interest rate on the Registrable Securities will beincreased by (i) 0.25% per annum for the first 90-day period beginning on the day immediatelyfollowing such Registration Default and (ii) an additional 0.25% per annum with respect to eachsubsequent 90-day period, in each case until but not including the date such Registration Defaultends, up to a maximum increase of 0.50% per annum. A Registration Default ends when the applicableSecurities cease to be Registrable Securities or, if earlier, (1) in the case of a RegistrationDefault under clause (i) of the definition thereof, when the Exchange Offer is completed, (2) inthe case of a Registration Default under clause (ii) or clause (iii) of the definition thereof,when the Shelf Registration Statement becomes effective or (3) in the case of a RegistrationDefault under clause (iv) or clause (v) of the definition thereof, when the Shelf RegistrationStatement again becomes effective or the Prospectus again becomes usable. If at any time more thanone Registration Default has occurred and is continuing, then, until the next date that there is noRegistration Default, the increase in interest rate provided for by this paragraph shall apply asif there occurred a single Registration Default that begins on the date that the earliest suchRegistration Default occurred and ends on such next date that there is no Registration Default.          (e) Without limiting the remedies available to the Initial Purchasers and the Holders, theIssuer and the Initial Guarantors acknowledge that any failure by the Issuer or the Guarantors tocomply with their obligations under Section 2(a) and Section 2(b) hereof may result in materialirreparable injury to the Initial Purchasers or the Holders for which there is no adequate remedyat law, that it will not be possible to measure damages for such injuries precisely and that, inthe event of any such failure, the Initial Purchasers or any Holder may obtain such relief as maybe required to specifically enforce the Issuer’s and the Guarantors’ obligations under Section 2(a)and Section 2(b) hereof.          3. Registration Procedures.          (a) In connection with their obligations pursuant to Section 2(a) and Section 2(b) hereof, theIssuer and the Guarantors shall use commercially reasonable efforts to:     (i) prepare and file with the SEC a Registration Statement on the appropriate formunder the Securities Act, which form (A) shall be selected by the Issuer and the Guarantors,(B) shall, in the case of a Shelf Registration, be available for the sale of the RegistrableSecurities by the Holders thereof and (C) shall comply as to form in all material respectswith the requirements of the applicable form and include all financial statements requiredby the SEC to be filed therewith; and use their commercially reasonable efforts to causesuch Registration Statement to
 

 
become effective and remain effective for the applicable period in accordance withSection 2 hereof;     (ii) prepare and file with the SEC such amendments and post-effective amendments toeach Registration Statement as may be necessary to keep such Registration Statementeffective for the applicable period in accordance with Section 2 hereof and cause eachProspectus to be supplemented by any required prospectus supplement and, as so supplemented,to be filed pursuant to Rule 424; and keep each Prospectus current during the perioddescribed in Section 4(3) of the Securities Act and Rule 174 that is applicable totransactions by brokers or dealers with respect to the Registrable Securities or ExchangeSecurities;     (iii) to the extent any Free Writing Prospectus is used, file with the SEC any FreeWriting Prospectus that is required to be filed by the Company or the Guarantors with theSEC in accordance with the Securities Act and to retain any Free Writing Prospectus notrequired to be filed;     (iv) in the case of a Shelf Registration, furnish to each Participating Holder, tocounsel for such Participating Holders and to each Underwriter of an Underwritten Offeringof Registrable Securities, if any, without charge, as many copies of each Prospectus,preliminary prospectus or Free Writing Prospectus, and any amendment or supplement thereto,as such Participating Holder, counsel or Underwriter may reasonably request in order tofacilitate the sale or other disposition of the Registrable Securities thereunder; and,subject to Section 3(c) hereof, the Issuer and the Guarantors consent to the use of suchProspectus, preliminary prospectus or such Free Writing Prospectus and any amendment orsupplement thereto in accordance with applicable law by each of the Participating Holdersand any such Underwriters in connection with the offering and sale of the RegistrableSecurities covered by and in the manner described in such Prospectus, preliminary prospectusor such Free Writing Prospectus or any amendment or supplement thereto in accordance withapplicable law;     (v) register or qualify the Registrable Securities under all applicable statesecurities or blue sky laws of such jurisdictions as any Participating Holder shallreasonably request in writing by the time the applicable Registration Statement becomeseffective; cooperate with such Participating Holders in connection with any filings requiredto be made with FINRA; and do any and all other acts and things that may be reasonablynecessary or advisable to enable each Participating Holder to complete the disposition ineach such jurisdiction of the Registrable Securities owned by such Participating Holder;*provided*that neither of the Issuer nor any Guarantor shall be required to (1) qualify as aforeign corporation or other entity or as a dealer in securities in any such jurisdictionwhere it would not otherwise be required to so qualify, (2) file any general consent toservice of process in any such jurisdiction, (3) subject itself to taxation in any suchjurisdiction if it is not so subject, or (4) make any changes to its certificate ofincorporation, bylaws or other organizational document, or any agreement between it and itsequity holders;     (vi) in the case of a Shelf Registration, notify each Participating Holder and counselfor such Participating Holders promptly and, if requested by any such Participating Holderor counsel, confirm such advice in writing (1) when a Registration Statement has becomeeffective, when any post-effective amendment thereto has been filed and becomes effective,when any Free Writing Prospectus has been filed or any amendment or supplement to theProspectus or any Free Writing Prospectus has been filed, (2) of any request by the SEC orany state securities authority for amendments and supplements to a Registration Statement,Prospectus or any Free Writing
 

 
Prospectus or for additional information after the Registration Statement has becomeeffective, (3) of the issuance by the SEC or any state securities authority of any stoporder suspending the effectiveness of a Registration Statement or the initiation of anyproceedings for that purpose, including the receipt by the Issuer of any notice of objectionof the SEC to the use of a Shelf Registration Statement or any post-effective amendmentthereto pursuant to Rule 401(g)(2), (4) if, between the applicable effective date of a ShelfRegistration Statement and the closing of any sale of Registrable Securities coveredthereby, the representations and warranties of the Issuer or any Guarantor contained in anyunderwriting agreement, securities sales agreement or other similar agreement, if any,relating to an offering of such Registrable Securities cease to be true and correct in allmaterial respects or if the Issuer or any Guarantor receives any notification with respectto the suspension of the qualification of the Registrable Securities for sale in anyjurisdiction or the initiation of any proceeding for such purpose, (5) of the happening ofany event during the period a Registration Statement is effective that makes any statementmade in such Registration Statement or the related Prospectus or any Free Writing Prospectusuntrue in any material respect or that requires the making of any changes in suchRegistration Statement or Prospectus or any Free Writing Prospectus in order to make thestatements therein not misleading and (6) of any determination by the Issuer or anyGuarantor that a post-effective amendment to a Registration Statement or any amendment orsupplement to the Prospectus or any Free Writing Prospectus would be appropriate;     (vii) obtain the withdrawal of any order suspending the effectiveness of a RegistrationStatement or, in the case of a Shelf Registration, the resolution of any objection of theSEC pursuant to Rule 401(g)(2), including by filing an amendment to such RegistrationStatement on the proper form, as soon as practicable and provide immediate notice to eachHolder or Participating Holder of the withdrawal of any such order or such resolution;     (viii) in the case of a Shelf Registration, furnish to each Participating Holder,without charge, at least one conformed copy of each Registration Statement and anypost-effective amendment thereto (without any documents incorporated therein by reference orexhibits thereto, unless requested);     (ix) in the case of a Shelf Registration, cooperate with the Participating Holders tofacilitate the timely preparation and delivery of certificates representing RegistrableSecurities to be sold and not bearing any restrictive legends and enable such RegistrableSecurities to be issued in such denominations and registered in such names (consistent withthe provisions of the Indenture) as such Participating Holders may reasonably request atleast one Business Day prior to the closing of any sale of Registrable Securities;     (x) upon the occurrence of any event contemplated by Section 3(a)(vi)(5) hereof,prepare and file with the SEC a supplement or post-effective amendment to the Exchange OfferRegistration Statement or, if applicable, Shelf Registration Statement or the relatedProspectus or any Free Writing Prospectus or any document incorporated therein by referenceor file any other required document so that, as thereafter delivered (or, to the extentpermitted by law, made available) to purchasers of the Registrable Securities, suchProspectus or Free Writing Prospectus, as the case may be, will not contain any untruestatement of a material fact or omit to state a material fact necessary to make thestatements therein, in the light of the circumstances under which they were made, notmisleading; and the Issuer and the Guarantors shall notify the Participating Holders (in thecase of a Shelf Registration Statement) and the Initial Purchasers and any ParticipatingBroker-Dealers known to the Company (in the case of an Exchange Offer RegistrationStatement)
 

 
to suspend use of the Prospectus or any Free Writing Prospectus as promptly aspracticable after the occurrence of such an event, and such Participating Holders, suchParticipating Broker-Dealers and the Initial Purchasers, as applicable, hereby agree tosuspend use of the Prospectus or any Free Writing Prospectus, as the case may be, until theIssuer and the Guarantors have amended or supplemented the Prospectus or the Free WritingProspectus, as the case may be, to correct such misstatement or omission;     (xi) in the case of a Shelf Registration, a reasonable time prior to the filing of anyRegistration Statement, any Prospectus, any Free Writing Prospectus, any amendment to aRegistration Statement or amendment or supplement to a Prospectus or a Free WritingProspectus or of any document that is to be incorporated by reference into a RegistrationStatement, a Prospectus or a Free Writing Prospectus after initial filing of a RegistrationStatement, provide copies of such document to the Initial Purchasers and their counsel andthe Participating Holders and their counsel and make such of the representatives of theIssuer and the Guarantors as shall be reasonably requested by the Initial Purchasers ortheir counsel or the Participating Holders or their counsel available for discussion of suchdocument; and the Issuer and the Guarantors shall not, at any time after initial filing of aRegistration Statement, use or file any Prospectus, any Free Writing Prospectus, anyamendment of or supplement to a Registration Statement or a Prospectus or a Free WritingProspectus, or any document that is to be incorporated by reference into a RegistrationStatement, a Prospectus or a Free Writing Prospectus, of which the Initial Purchasers andtheir counsel and the Participating Holders and their counsel shall not have previously beenadvised and furnished a copy or to which the Initial Purchasers or their counsel or theParticipating Holders or their counsel shall object in writing;     (xii) obtain a CUSIP number for all Exchange Securities or Registrable Securities, asthe case may be, not later than the initial effective date of a Registration Statement;     (xiii) cause the Indenture to be qualified under the Trust Indenture Act in connectionwith the registration of the Exchange Securities or Registrable Securities, as the case maybe; cooperate with the Trustee and the Holders to effect such changes to the Indenture asmay be required for the Indenture to be so qualified in accordance with the terms of theTrust Indenture Act; and execute, and use their commercially reasonable efforts to cause theTrustee to execute, all documents as may be required to effect such changes and all otherforms and documents required to be filed with the SEC to enable the Indenture to be soqualified in a timely manner;     (xiv) in the case of a Shelf Registration, make available for inspection by arepresentative of the Participating Holders (an “Inspector”), any Underwriterparticipating in any disposition pursuant to such Shelf Registration Statement, anyattorneys and accountants designated by a majority in aggregate principal amount of theSecurities held by the Participating Holders and any attorneys and accountants designated bysuch Underwriter, at reasonable times and in a reasonable manner, all pertinent financialand other records, documents and properties of the Issuer and its subsidiaries, and causethe respective officers, directors and employees of the Issuer and the Guarantors to supplyall information reasonably requested by any such Inspector, Underwriter, attorney oraccountant in connection with a Shelf Registration Statement; *provided*that if any suchinformation is identified by the Issuer or any Guarantor as being confidential orproprietary, each Person receiving such information shall take such actions as arereasonably necessary to protect the confidentiality of such information to the extent suchaction is otherwise not inconsistent with, an impairment of or in derogation of the rightsand interests of any Inspector, Holder or Underwriter;
 

 
     (xv) in the case of a Shelf Registration, use their commercially reasonable efforts tocause all Registrable Securities to be listed on any securities exchange or any automatedquotation system on which similar securities issued or guaranteed by the Issuer or anyGuarantor are then listed if requested by the Majority Holders, to the extent suchRegistrable Securities satisfy applicable listing requirements;     (xvi) if reasonably requested by any Participating Holder, promptly include in aprospectus supplement or post-effective amendment such information with respect to suchParticipating Holder as such Participating Holder reasonably requests to be included thereinand make all required filings of such prospectus supplement or such post-effective amendmentas soon as the Issuer has received notification of the matters to be so included in suchfiling;     (xvii) in the case of a Shelf Registration, enter into such customary agreements andtake all such other actions in connection therewith (including those requested by theHolders of a majority in principal amount of the Registrable Securities covered by the ShelfRegistration Statement) in order to expedite or facilitate the disposition of suchRegistrable Securities including, but not limited to, an Underwritten Offering and in suchconnection, (1) to the extent possible, make such representations and warranties to theParticipating Holders and any Underwriters of such Registrable Securities with respect tothe business of the Issuer and its subsidiaries and the Registration Statement, Prospectus,any Free Writing Prospectus and documents incorporated by reference or deemed incorporatedby reference, if any, in each case, in form, substance and scope as are customarily made byissuers to underwriters in underwritten offerings and confirm the same if and whenrequested, (2) obtain opinions of counsel to the Issuer and the Guarantors (which counseland opinions, in form, scope and substance, shall be reasonably satisfactory to theParticipating Holders and such Underwriters and their respective counsel) addressed to eachParticipating Holder and Underwriter of Registrable Securities, covering the matterscustomarily covered in opinions requested in underwritten offerings, (3) obtain “comfort”letters from the independent registered public accountants of the Issuer and the Guarantors(and, if necessary, any other registered public accountant of any subsidiary of eitherIssuer or any Guarantor, or of any business acquired by either Issuer or any Guarantor forwhich financial statements and financial data are or are required to be included in theRegistration Statement) addressed to each Participating Holder (to the extent permitted byapplicable professional standards) and Underwriter of Registrable Securities, such lettersto be in customary form and covering matters of the type customarily covered in “comfort”letters in connection with underwritten offerings, including but not limited to financialinformation contained in any preliminary prospectus, Prospectus or Free Writing Prospectusand (4) deliver such documents and certificates as may be reasonably requested by theHolders of a majority in principal amount of the Registrable Securities being sold or theUnderwriters, and which are customarily delivered in underwritten offerings, to evidence thecontinued validity of the representations and warranties of the Issuer and the Guarantorsmade pursuant to clause (1) above and to evidence compliance with any customary conditionscontained in an underwriting agreement; and     (xviii) so long as any Registrable Securities remain outstanding, cause each AdditionalGuarantor upon the creation or acquisition by the Issuer of such Additional Guarantor, toexecute a counterpart to this Agreement in the form attached hereto as Exhibit B and todeliver such counterpart to the Initial Purchasers no later than five Business Daysfollowing the execution thereof.          (b) In the case of a Shelf Registration Statement, the Issuer may require each Holder ofRegistrable Securities to furnish to the Issuer a Notice and Questionnaire and such otherinformation
 

 
regarding such Holder and the proposed disposition by such Holder of such RegistrableSecurities as the Issuer and the Guarantors may from time to time reasonably request in writing.          (c) Each Participating Holder agrees that, upon receipt of any notice from the Issuer and theGuarantors of the happening of any event of the kind described in Section 3(a)(vi)(3) or Section3(a)(vi)(5) hereof, such Participating Holder will forthwith discontinue disposition of RegistrableSecurities pursuant to the Shelf Registration Statement until such Participating Holder’s receiptof the copies of the supplemented or amended Prospectus and any Free Writing Prospectuscontemplated by Section 3(a)(x) hereof and, if so directed by the Issuer and the Guarantors, suchParticipating Holder will deliver to the Issuer and the Guarantors all copies in its possession,other than permanent file copies then in such Participating Holder’s possession, of the Prospectusand any Free Writing Prospectus covering such Registrable Securities that is current at the time ofreceipt of such notice.          (d) If the Issuer and the Guarantors shall give any notice to suspend the disposition ofRegistrable Securities pursuant to a Registration Statement, the Issuer and the Guarantors shallextend the period during which such Registration Statement shall be maintained effective pursuantto this Agreement by the number of days during the period from and including the date of the givingof such notice to and including the date when the Holders of such Registrable Securities shall havereceived copies of the supplemented or amended Prospectus or any Free Writing Prospectus necessaryto resume such dispositions. The Issuer and the Guarantors may give any such notice only twiceduring any 12-month period and any such suspensions shall not exceed 90 days in any 12-month periodand there shall not be more than two suspensions in effect during any 12-month period.          (e) The Participating Holders who desire to do so may sell such Registrable Securities in anUnderwritten Offering. In any such Underwritten Offering, the investment bank or investment banksand manager or managers (each an “Underwriter”) that will administer the offering will beselected by the Holders of a majority in principal amount of the Registrable Securities included insuch offering.          4. Participation of Broker-Dealers in Exchange Offer.          (a) The Staff has taken the position that any broker-dealer that receives Exchange Securitiesfor its own account in the Exchange Offer in exchange for Securities that were acquired by suchbroker-dealer as a result of market-making or other trading activities (a “ParticipatingBroker-Dealer”) may be deemed to be an “underwriter” within the meaning of the Securities Actand must deliver a prospectus meeting the requirements of the Securities Act in connection withany resale of such Exchange Securities.          The Issuer and the Initial Guarantors understand that it is the Staff’s position that if theProspectus contained in the Exchange Offer Registration Statement includes a plan of distributioncontaining a statement to the above effect and the means by which Participating Broker-Dealers mayresell the Exchange Securities, without naming the Participating Broker-Dealers or specifying theamount of Exchange Securities owned by them, such Prospectus may be delivered by ParticipatingBroker-Dealers (or, to the extent permitted by law, made available to purchasers) to satisfy theirprospectus delivery obligation under the Securities Act in connection with resales of ExchangeSecurities for their own accounts, so long as the Prospectus otherwise meets the requirements ofthe Securities Act.          (b) In light of the above, and notwithstanding the other provisions of this Agreement, theIssuer and the Initial Guarantors agree to amend or supplement the Prospectus contained in theExchange Offer Registration Statement for a period of up to 180 days after the Exchange Date (assuch 
 

 
period may be extended pursuant to Section 3(d) hereof), in order to expedite or facilitate thedisposition of any Exchange Securities by Participating Broker-Dealers consistent with thepositions of the Staff recited in Section 4(a) above. The Issuer and the Initial Guarantorsfurther agree that Participating Broker-Dealers shall be authorized to deliver such Prospectus (or,to the extent permitted by law, make available) during such period in connection with the resalescontemplated by this Section 4.          (c) The Participating Broker-Dealers shall have no liability to the Issuer, any Guarantor orany Holder with respect to any request that they may make pursuant to Section 4(b) hereof.          5. Indemnification and Contribution.          (a) The Issuer and each Guarantor, jointly and severally, agree to indemnify and hold harmlesseach Participating Broker-Dealer and each Holder, their respective affiliates, directors andofficers and each Person, if any, who controls any Participating Broker-Dealer or any Holder withinthe meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, from and againstany and all losses, claims, damages and liabilities (including, without limitation, legal fees andother expenses incurred in connection with any suit, action or proceeding or any claim asserted, assuch fees and expenses are incurred), joint or several, that arise out of, or are based upon, (1)any untrue statement or alleged untrue statement of a material fact contained in any RegistrationStatement or any omission or alleged omission to state therein a material fact required to bestated therein or necessary in order to make the statements therein not misleading, or (2) anyuntrue statement or alleged untrue statement of a material fact contained in any Prospectus, anyFree Writing Prospectus or any “issuer information” (“Issuer Information”) filed orrequired to be filed pursuant to Rule 433(d), or any omission or alleged omission to state thereina material fact necessary in order to make the statements therein, in the light of thecircumstances under which they were made, not misleading, in each case except insofar as suchlosses, claims, damages or liabilities arise out of, or are based upon, any untrue statement oromission or alleged untrue statement or omission made in reliance upon and in conformity with anyinformation relating to any Participating Broker-Dealer or information relating to any Holder orany selling Holder, respectively expressly for use therein. In connection with any UnderwrittenOffering permitted by Section 3, the Issuer and the Guarantors, jointly and severally, will alsoindemnify the Underwriters, if any, selling brokers, dealers and similar securities industryprofessionals participating in the distribution, their respective affiliates and each Person whocontrols such Persons (within the meaning of the Securities Act and the Exchange Act) to the sameextent as provided above with respect to the indemnification of the Holders, if requested inconnection with any Registration Statement, any Prospectus, any Free Writing Prospectus or anyIssuer Information.          (b) Each Holder agrees, severally and not jointly, to indemnify and hold harmless the Issuer,the Guarantors, and the Participating Broker-Dealers and the other selling Holders, the directorsof the Issuer and the Guarantors, each officer of the Issuer and the Guarantors who signed theRegistration Statement and each Person, if any, who controls the Issuer, the Guarantors, anyParticipating Broker-Dealer and any other selling Holder within the meaning of Section 15 of theSecurities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth inparagraph (a) above, but only with respect to any losses, claims, damages or liabilities that ariseout of, or are based upon, any untrue statement or omission or alleged untrue statement or omissionmade in reliance upon and in conformity with any information relating to such Holder furnished tothe Issuer in writing by such Holder expressly for use in any Registration Statement, anyProspectus and any Free Writing Prospectus.          (c) If any suit, action, proceeding (including any governmental or regulatory investigation),claim or demand shall be brought or asserted against any Person in respect of which indemnification
 

 
may be sought pursuant to either paragraph (a) or (b) above, such Person (the“Indemnified Person”) shall promptly notify the Person against whom such indemnificationmay be sought (the “Indemnifying Person”) in writing; *provided*that the failure to notifythe Indemnifying Person shall not relieve it from any liability that it may have under paragraph(a) or (b) above except to the extent that it has been materially prejudiced (through theforfeiture of substantive rights or defenses) by such failure; and *provided*, *further*, that thefailure to notify the Indemnifying Person shall not relieve it from any liability that it may haveto an Indemnified Person otherwise than under paragraph (a) or (b) above. If any such proceedingshall be brought or asserted against an Indemnified Person and it shall have notified theIndemnifying Person thereof, the Indemnifying Person shall retain counsel reasonably satisfactoryto the Indemnified Person to represent the Indemnified Person and any others entitled toindemnification pursuant to this Section 5 that the Indemnifying Person may designate in suchproceeding and shall pay the fees and expenses of such proceeding and shall pay the fees andexpenses of such counsel related to such proceeding, as incurred. In any such proceeding, anyIndemnified Person shall have the right to retain its own counsel, but the fees and expenses ofsuch counsel shall be at the expense of such Indemnified Person unless (i) the Indemnifying Personand the Indemnified Person shall have mutually agreed to the contrary; (ii) the Indemnifying Personhas failed within a reasonable time to retain counsel reasonably satisfactory to the IndemnifiedPerson; (iii) the Indemnified Person shall have reasonably concluded that there may be legaldefenses available to it that are different from or in addition to those available to theIndemnifying Person; or (iv) the named parties in any such proceeding (including any impleadedparties) include both the Indemnifying Person and the Indemnified Person and representation of bothparties by the same counsel would be inappropriate due to actual or potential differing interestsbetween them. It is understood and agreed that the Indemnifying Person shall not, in connectionwith any proceeding or related proceeding in the same jurisdiction, be liable for the fees andexpenses of more than one separate firm (in addition to any local counsel) for all IndemnifiedPersons, and that all such fees and expenses shall be reimbursed as they are incurred. Any suchseparate firm (x) for any Participating Broker-Dealer, its affiliates, directors and officers andany control Persons of such Participating Broker-Dealer shall be designated in writing by MerrillLynch, (y) for any Holder, its directors and officers and any control Persons of such Holder shallbe designated in writing by the Majority Holders and (z) in all other cases shall be designated inwriting by the Issuer. The Indemnifying Person shall not be liable for any settlement of anyproceeding effected without its written consent, but if settled with such consent or if there be afinal judgment for the plaintiff, the Indemnifying Person agrees to indemnify each IndemnifiedPerson from and against any loss or liability by reason of such settlement or judgment. NoIndemnifying Person shall, without the written consent of the Indemnified Person, effect anysettlement of any pending or threatened proceeding in respect of which any Indemnified Person is orcould have been a party and indemnification could have been sought hereunder by such IndemnifiedPerson, unless such settlement (A) includes an unconditional release of such Indemnified Person, inform and substance reasonably satisfactory to such Indemnified Person, from all liability on claimsthat are the subject matter of such proceeding and (B) does not include any statement as to or anyadmission of fault, culpability or a failure to act by or on behalf of any Indemnified Person.          (d) If the indemnification provided for in paragraphs (a) and (b) above is unavailable to anIndemnified Person or insufficient in respect of any loss, claim, damage or liability referred totherein, then each Indemnifying Person under such paragraph, in lieu of indemnifying suchIndemnified Person thereunder, shall contribute to the amount paid or payable by such IndemnifiedPerson as a result of such loss, claim, damage or liability (i) in such proportion as isappropriate to reflect the relative benefits received by the Issuer and the Guarantors from theoffering of the Securities and the Exchange Securities, on the one hand, and by the Holders fromreceiving Securities or Exchange Securities registered under the Securities Act, on the other hand,or (ii) if the allocation provided by clause (i) is not permitted by applicable law, in suchproportion as is appropriate to reflect not only the relative benefits referred to in clause
 

 
(i) but also the relative fault of the Issuer and the Guarantors on the one hand andthe Holders on the other in connection with the statements or omissions that resulted in suchlosses, claims, damages or liabilities, as well as any other relevant equitable considerations.The relative fault of the Issuer and the Guarantors on the one hand and the Holders on the othershall be determined by reference to, among other things, whether the untrue or alleged untruestatement of a material fact or the omission or alleged omission to state a material fact relatesto information supplied by the Issuer and the Guarantors or by the Holders and the parties’relative intent, knowledge, access to information and opportunity to correct or prevent suchstatement or omission.          (e) The Issuer, the Initial Guarantors and the Holders agree that it would not be just andequitable if contribution pursuant to this Section 5 were determined by pro rata allocation (evenif the Holders were treated as one entity for such purpose) or by any other method of allocationthat does not take account of the equitable considerations referred to in paragraph (d) above. Theamount paid or payable by an Indemnified Person as a result of the losses, claims, damages andliabilities referred to in paragraph (d) above shall be deemed to include, subject to thelimitations set forth above, any legal or other expenses incurred by such Indemnified Person inconnection with any such action or claim. Notwithstanding the provisions of this Section 5, in noevent shall a Holder be required to contribute any amount in excess of the amount by which thetotal price at which the Securities or Exchange Securities sold by such Holder exceeds the amountof any damages that such Holder has otherwise been required to pay by reason of such untrue oralleged untrue statement or omission or alleged omission. No Person guilty of fraudulentmisrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled tocontribution from any Person who was not guilty of such fraudulent misrepresentation. The Holders’obligations to contribute pursuant to this Section 5 are several and not joint.          (f) The remedies provided for in this Section 5 are not exclusive and shall not limit anyrights or remedies that may otherwise be available to any Indemnified Person at law or in equity.          (g) The indemnity and contribution provisions contained in this Section 5 shall remainoperative and in full force and effect regardless of (i) any termination of this Agreement, (ii)any investigation made by or on behalf of a Participating Broker-Dealer or any Holder or any Personcontrolling any Participating Broker-Dealer or any Holder, or by or on behalf of the Issuer or theGuarantors or the officers or directors of or any Person controlling the Issuer or the Guarantors,(iii) acceptance of any of the Exchange Securities and (iv) any sale of Registrable Securitiespursuant to a Shelf Registration Statement.          6. General.          (a) *No Inconsistent Agreements*. The Issuer and the Initial Guarantors represent, warrant andagree that (i) the rights granted to the Holders hereunder do not conflict with the rights grantedto the holders of any other outstanding securities issued or guaranteed by the Issuer or anyInitial Guarantor under any other agreement and (ii) neither the Issuer nor any Initial Guarantorhas entered into, or on or after the date of this Agreement will enter into, any agreement that isinconsistent with the rights granted to the Holders of Registrable Securities in this Agreement orotherwise conflicts with the provisions hereof.          (b) *Amendments and Waivers*. The provisions of this Agreement, including the provisions ofthis sentence, may not be amended, modified or supplemented, and waivers or consents to departuresfrom the provisions hereof may not be given unless the Issuer and the Guarantors have obtained thewritten consent of Holders of at least a majority in aggregate principal amount of the outstanding
 

 
Registrable Securities affected by such amendment, modification, supplement, waiver or consent;*provided*that no amendment, modification, supplement, waiver or consent to any departure from theprovisions of Section 5 hereof shall be effective as against any Holder of Registrable Securitiesunless consented to in writing by such Holder. Any amendments, modifications, supplements, waiversor consents pursuant to this Section 6(b) shall be by a writing executed by each of the partieshereto.          (c) *Notices*. All notices and other communications provided for or permitted hereunder shallbe made in writing by hand-delivery, registered first-class mail, telecopier, or any courierguaranteeing overnight delivery (i) if to a Holder, at the most current address given by suchHolder to the Issuer by means of a notice given in accordance with the provisions of this Section6(c), which address initially is, with respect to the Initial Purchasers, the address set forth inthe Purchase Agreement; (ii) if to the Issuer and the Guarantors, initially at the Issuer’s addressset forth in the Purchase Agreement and thereafter at such other address, notice of which is givenin accordance with the provisions of this Section 6(c); and (iii) to such other persons at theirrespective addresses as provided in the Purchase Agreement and thereafter at such other address,notice of which is given in accordance with the provisions of this Section 6(c). All such noticesand communications shall be deemed to have been duly given: at the time delivered by hand, ifpersonally delivered; five Business Days after being deposited in the mail, postage prepaid, ifmailed; when receipt is acknowledged, if telecopied; and on the next Business Day if timelydelivered to an air courier guaranteeing overnight delivery. Copies of all such notices, demandsor other communications shall be concurrently delivered by the Person giving the same to theTrustee, at the address specified in the Indenture.          (d) *Successors and Assigns*. This Agreement shall inure to the benefit of and be binding uponthe successors, assigns and transferees of each of the parties, including, without limitation andwithout the need for an express assignment, subsequent Holders; *provided*that nothing herein shallbe deemed to permit any assignment, transfer or other disposition of Registrable Securities inviolation of the terms of the Purchase Agreement or the Indenture. If any transferee of any Holdershall acquire Registrable Securities in any manner, whether by operation of law or otherwise, suchRegistrable Securities shall be held subject to all the terms of this Agreement, and by taking andholding such Registrable Securities such Person shall be conclusively deemed to have agreed to bebound by and to perform all of the terms and provisions of this Agreement and such Person shall beentitled to receive the benefits hereof. The Initial Purchasers (in their capacity as InitialPurchasers) shall have no liability or obligation to the Issuer or the Guarantors with respect toany failure by a Holder to comply with, or any breach by any Holder of, any of the obligations ofsuch Holder under this Agreement.          (e) *Third Party Beneficiaries*. Each Holder shall be a third party beneficiary to theagreements made hereunder between the Issuer and the Initial Guarantors, on the one hand, and theInitial Purchasers, on the other hand, and shall have the right to enforce such agreements directlyto the extent it deems such enforcement necessary or advisable to protect its rights or the rightsof other Holders hereunder.          (f) *Counterparts*. This Agreement may be executed in any number of counterparts and by theparties hereto in separate counterparts, each of which when so executed shall be deemed to be anoriginal and all of which taken together shall constitute one and the same agreement.          (g) *Headings*. The headings in this Agreement are for convenience of reference only, are not apart of this Agreement and shall not limit or otherwise affect the meaning hereof.
 

 
          (h) *Governing Law*. This Agreement, and any claim, controversy or dispute arising under orrelated to this Agreement, shall be governed by and construed in accordance with the laws of theState of New York.          (i) *Entire Agreement; Severability*. This Agreement contains the entire agreement between theparties relating to the subject matter hereof and supersedes all oral statements and prior writingswith respect thereto. If any term, provision, covenant or restriction contained in this Agreementis held by a court of competent jurisdiction to be invalid, void or unenforceable or against publicpolicy, the remainder of the terms, provisions, covenants and restrictions contained herein shallremain in full force and effect and shall in no way be affected, impaired or invalidated. TheIssuer, the Guarantors and the Initial Purchasers shall endeavor in good faith negotiations toreplace the invalid, void or unenforceable provisions with valid provisions the economic effect ofwhich comes as close as possible to that of the invalid, void or unenforceable provisions.
 

 
          IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first writtenabove.      STERLING MERGER INC.